Business Context and Reporting Period
Company: Camp4 Therapeutics Corp (CAMP)
Filing Type: Form 8-K (Current Report)
Date of Report: June 10, 2026
Event: Annual Meeting of Stockholders held on June 10, 2026.
Key Financial Metrics
This filing is a current report regarding corporate governance and equity plan amendments. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Corporate Actions
- Equity Plan Amendment: Stockholders approved an amendment to the 2024 Equity Incentive Plan. The amendment modifies the "evergreen" provision to include outstanding pre-funded warrants in the calculation of the annual share increase.
- New Inducement Plan: The Board adopted the 2026 Inducement Plan, authorizing up to 500,000 shares for stock-based awards to new or rehired employees. This plan did not require stockholder approval under Nasdaq Listing Rule 5635(c)(4).
- Director Elections: Three Class II directors were elected to three-year terms: Steven Holtzman, Murray Stewart, and Richard Young, PhD.
- Auditor Ratification: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Voting Results Summary
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Steven Holtzman | 29,233,042 | 7,992,146 | — | 2,773,446 |
| Election of Murray Stewart | 31,669,512 | 5,555,665 | 11 | 2,773,446 |
| Election of Richard Young | 29,212,962 | 8,012,214 | 12 | 2,773,446 |
| Ratification of Ernst & Young LLP | 39,998,507 | 127 | — | N/A |
| Amendment to 2024 Equity Plan | 27,002,145 | 10,023,588 | 199,455 | 2,773,446 |
Outlook, Risks, and Management Commentary
The filing contains no management commentary regarding financial outlook, risks, contingencies, or unusual items. The document focuses strictly on the procedural outcomes of the Annual Meeting and the adoption of equity incentive structures.
Key Facts for Investor Verification
- Verify the impact of the 2024 Equity Plan amendment on future dilution, specifically regarding the inclusion of pre-funded warrants in the evergreen formula.
- Review the Definitive Proxy Statement filed on April 23, 2026, for full details on the equity plan amendments and director biographies.
- Note the significant "Against" votes for the director elections and the equity plan amendment, which may indicate shareholder dissent.
- Confirm the terms of the 2026 Inducement Plan (Exhibit 10.2) to understand the potential dilution from the 500,000 authorized shares.